XML 62 R30.htm IDEA: XBRL DOCUMENT v3.22.0.1
Long-Term Debt
12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Long-Term Debt LONG-TERM DEBT
Long-Term Debt
DTE Energy's long-term debt outstanding and weighted average interest rates of debt outstanding at December 31 were:
Interest Rate(a)
Maturity Date20212020
(In millions)
Mortgage bonds, notes, and other
DTE Energy Debt, Unsecured2.1%2022 — 2030$5,555 $8,175 
DTE Electric Debt, Principally Secured3.7%2022 — 20518,988 8,308 
DTE Gas Debt, Principally Secured3.9%2023 — 20512,065 1,910 
16,608 18,393 
Unamortized debt discount(23)(25)
Unamortized debt issuance costs(90)(104)
Long-term debt due within one year(2,866)(462)
$13,629 $17,802 
Junior Subordinated Debentures
Subordinated Debentures4.8%2077 — 2081$910 $1,210 
Unamortized debt issuance costs(27)(35)
$883 $1,175 
_______________________________________
(a)Weighted average interest rate as of December 31, 2021.
DTE Electric's long-term debt outstanding and weighted average interest rates of debt outstanding at December 31 were:
Interest Rate(a)
Maturity Date20212020
(In millions)
Mortgage bonds, notes, and other
Long Term Debt, Principally Secured3.7%2022 — 2051$8,988 $8,308 
Unamortized debt discount(19)(16)
Unamortized debt issuance costs(62)(56)
Long-term debt due within one year(316)(462)
$8,591 $7,774 
_______________________________________
(a)Weighted average interest rate as of December 31, 2021.
Debt Issuances
In 2021, the following debt was issued:
CompanyMonthTypeInterest RateMaturity DateAmount
(In millions)
DTE ElectricMarch
Mortgage bonds(a)
1.90%2028$575 
DTE ElectricMarch
Mortgage bonds(a)
3.25%2051425 
DT MidstreamJune
Senior notes(b)
4.125%20291,100 
DT MidstreamJune
Senior notes(b)
4.375%20311,000 
DT MidstreamJune
Term loan facility(b)
Variable20281,000 
DTE GasNovember
Mortgage bonds(c)
2.07%203160 
DTE GasNovember
Mortgage bonds(c)
2.85%205195 
DTE EnergyNovember
Junior subordinated debentures(d)
4.375%2081280 
$4,535 
_______________________________________
(a)Bonds were issued as Green Bonds and the proceeds will be used to finance qualified expenditures for solar and wind energy, payments under power purchase agreements for solar and wind energy, and energy optimization programs.
(b)Proceeds used for the repayment of short-term borrowings due to DTE Energy to facilitate the separation of DT Midstream, as well as a one-time special dividend provided to DTE Energy. The debt was transferred to DT Midstream upon its separation on July 1, 2021. Refer to Note 4 to the Consolidated Financial Statements, “Dispositions and Impairments,” for additional information and to the Debt Redemptions section below for DTE Energy's use of the proceeds received from DT Midstream.
(c)Proceeds used for the repayment of short-term borrowings and general corporate purposes, including capital expenditures.
(d)Proceeds used for the repayment of $280 million of DTE Energy's 2016 Series F 6.00% Junior Subordinated Debentures due 2076.
In September 2021, DTE Electric completed a mandatory remarketing of $82 million of 1.45% Tax-Exempt Revenue Bonds at the same rate of 1.45% until maturity in 2030 and $59 million of 1.45% Tax-Exempt Revenue Bonds at a rate of 1.35% until maturity in 2029.
Debt Redemptions
In 2021, the following debt was redeemed:
CompanyMonthTypeInterest RateMaturity DateAmount
(In millions)
DTE ElectricAprilMortgage bonds3.90%2021$250 
DTE ElectricMayMortgage bonds7.00%202133 
DTE EnergyJune
Junior subordinated debentures(a)
5.375%2076300 
DTE EnergyJulySenior notes3.30%2022300 
DTE EnergyJulySenior notes2.60%2022300 
DTE EnergyJulySenior notes3.70%2023600 
DTE EnergyJulySenior notes3.85%2023135 
DTE EnergyJulySenior notes3.50%2024350 
DTE EnergyJulySenior notes3.80%2027350 
DTE EnergyJulySenior notes3.40%202921 
DTE EnergyJulySenior notes6.375%2033191 
DTE EnergyAugustSenior notes3.85%2023165 
DTE EnergyAugustSenior notes6.375%2033209 
DTE ElectricAugustMortgage bonds6.90%202138 
DTE EnergyDecember
Junior subordinated debentures(a)
6.00%2076280 
$3,522 
_______________________________________
(a)Early redemptions and the write-off of unamortized issuance costs resulted in a total loss on extinguishment of debt of $17 million for the year ended December 31, 2021, including $8 million for the June redemption and $9 million for the December redemption.
During the third quarter 2021, DTE Energy optionally redeemed $2.6 billion of Senior Notes included in the table above using proceeds from DT Midstream's repayment of short-term borrowings and one-time special dividend. To early retire this debt and reduce future interest expense, DTE Energy incurred prepayment costs of $361 million and wrote off $15 million of unamortized issuance costs and discounts related to the debt. These amounts have been included within the Loss on extinguishment of debt line item within the Consolidated Statements of Operations for the year ended December 31, 2021.
The following table shows the Registrants' scheduled debt maturities, excluding any unamortized discount on debt:
202220232024202520262027 and ThereafterTotal
(In millions)
DTE Energy(a)
$2,866 $277 $1,075 $1,220 $777 $11,302 $17,517 
DTE Electric$316 $202 $400 $350 $177 $7,543 $8,988 
_______________________________________
(a)Amounts include DTE Electric's scheduled debt maturities.
The following table shows scheduled interest payments related to the Registrants' long-term debt:
202220232024202520262027 and ThereafterTotal
(In millions)
DTE Energy(a)
$575 $548 $529 $494 $450 $7,510 $10,106 
DTE Electric$330 $322 $305 $292 $284 $4,222 $5,755 
_______________________________________
(a)Amounts include DTE Electric's scheduled interest payments.
Junior Subordinated Debentures
DTE Energy has the right to defer interest payments on the Junior Subordinated Debentures. Should DTE Energy exercise this right, it cannot declare or pay dividends on, or redeem, purchase or acquire, any of its capital stock during the deferral period. Any deferred interest payments will bear additional interest at the rate associated with the related debt issue. As of December 31, 2021, no interest payments have been deferred on the Junior Subordinated Debentures.
Cross Default Provisions
Substantially all of the net utility properties of DTE Electric and DTE Gas are subject to the lien of mortgages. Should DTE Electric or DTE Gas fail to timely pay their indebtedness under these mortgages, such failure may create cross defaults in the indebtedness of DTE Energy.
Acquisition Financing
In December 2019, DTE Energy closed on the purchase of midstream natural gas assets. The acquisition was financed through the issuance of Senior Notes, common stock, and $1.3 billion of equity units. Each equity unit has a stated amount of $50 and was initially issued in the form of a Corporate Unit, comprised of (i) a forward purchase contract to buy DTE Energy common stock (stock purchase contract) and (ii) a 1/20 undivided beneficial ownership interest in a $1,000 principal amount of DTE Energy’s 2019 Series F 2.25% RSNs due 2025. The RSN debt instruments and the stock purchase contract equity instruments are deemed to be separate instruments as the investor may trade the RSNs separately from the stock purchase contracts and may also settle the stock purchase contracts separately. The Corporate Units are listed on the New York Stock Exchange under the symbol DTP.
The stock purchase contract obligates the holder to purchase from DTE Energy on the settlement date, November 1, 2022, for a price of $50 per stock purchase contract, a certain number of shares of DTE Energy's common stock. As a result of the separation of DT Midstream in July 2021, there was a change in the settlement rates in the stock purchase contract to reflect the dividend of DT Midstream stock to DTE Energy shareholders. As adjusted for this change, anti-dilution adjustments to date, and subject to future anti-dilution adjustments, the following number of shares must be purchased:
if the AMV of DTE Energy’s common stock, which is the average volume-weighted average price of DTE Energy’s common stock for the trading days during the 20 consecutive scheduled trading day period ending on the third scheduled trading day immediately preceding the stock purchase contract settlement date, is equal to or greater than $133.08, 0.3757 shares of common stock;
if the AMV is less than $133.08 but greater than $106.50, a number of shares of common stock equal to $50 divided by the AMV; and
if the AMV is less than or equal to $106.50, 0.4695 shares of common stock.
The RSNs bear interest at a rate of 2.25% per year, payable quarterly, and mature on November 1, 2025. The RSNs will be remarketed in 2022. If this remarketing is successful, the interest rate on the RSNs will be reset, and interest thereafter will be payable semi-annually at the reset rate. If there is no successful remarketing, the interest rate on the RSNs will not be reset. The holders of the RSNs would have the right to put the RSNs to DTE Energy at a price equal to 100% of the principal amount, and the proceeds of the put right would be deemed to have been applied against the holders’ obligation under the stock purchase contracts. DTE Energy may also redeem, in whole or in part, the RSNs in the event of a failed final remarketing.
The present value of the future contract adjustment payments of $150 million was recorded as a reduction of shareholders’ equity, offset by the stock purchase contract liability. The stock purchase contract liability is included in Current Liabilities — Other and Other Liabilities —Other on DTE Energy’s Consolidated Statements of Financial Position. On February 1, 2020, DTE Energy began paying the stock purchase contract holders quarterly contract adjustment payments at a rate of 4% per year of the stated amount of $50 per equity unit, or $2 per year. Interest payments on the RSNs are being recorded as Interest expense and stock purchase contract payments are being charged against the liability. Accretion of the stock purchase contract liability is recorded as imputed Interest expense.
The treasury stock method is used to compute diluted EPS for the stock purchase contract. Under the treasury stock method, the stock purchase contract will only have a dilutive effect when the settlement rate is based on the market value of DTE’s common stock that is greater than $133.08 (the threshold appreciation price). At December 31, 2021, the stock purchase price contract was anti-dilutive and, therefore, not included in the computation of diluted earnings per share.
If payments for the stock purchase contract are deferred, DTE Energy may not make any cash distributions related to its capital stock, including dividends, redemptions, repurchases, liquidation payments or guarantee payments. Also, during the deferral period, DTE Energy may not make any payments on or redeem or repurchase any debt securities that are equal in right of payment with, or subordinated to, the RSNs.
Until settlement of the stock purchase contracts, the shares of stock underlying each contract are not outstanding. Under the terms of the stock purchase contracts, assuming no anti-dilution or other adjustments, DTE Energy will issue between 9.8 million and 12.2 million shares of its common stock in November 2022. A total of 13 million shares of DTE Energy’s common stock have been reserved for issuance in connection with the stock purchase contracts.
Selected information about DTE Energy’s equity units is presented below:
Issuance DateUnits IssuedTotal Net ProceedsTotal Long-Term DebtRSN Annual Interest RateStock Purchase Contract Annual RateStock Purchase Settlement Date
Stock Purchase Contract Liability(a)
RSN Maturity Date
(In millions, except interest rates)
11/1/1926$1,265 $1,300 2.25%4.0%11/1/2022$150 11/1/2025
_______________________________________
(a)Payments of $50 million and $49 million were made in 2021 and 2020, respectively. The stock purchase contract liability was $51 million and $101 million as of December 31, 2021 and 2020, respectively, exclusive of interest.